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Pono Capital Corp - PONO

  • Commons

    $9.94

    -0.30%

    PONO Vol: 11.9K

  • Warrants

    $0.46

    +0.00%

    PONOW Vol: 506.0

  • Units

    $10.30

    +0.10%

    PONOU Vol: 0.0

Average: 0
Rating Count: 0
You Rated: Not rated

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SPAC Stats

Market Cap: 114.3M
Average Volume: 77.1K
52W Range: $5.36 - $10.00
Weekly %: -0.30%
Monthly %: -0.30%
Inst Owners: 0

Info

Target: Searching
Days Since IPO: 108
Unit composition:
Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant
Trust Size: 10000000.0M

Management

Officers, Directors and Director Nominees,” “Management — Conflicts of Interest” and “Certain Relationships and Related Party Transactions.” Involvement of members of our management and companies with which they are affiliated in civil disputes and litigation, governmental investigations or negative publicity unrelated to our business affairs could materially impact our ability to consummate an initial business combination. Our directors and officers and companies with which they are affiliated have been, and in the future will continue to be, involved in a wide variety of business affairs, including transactions, such as sales and purchases of businesses, and ongoing operations. As a result of such involvement, members of our management and companies with which they are affiliated in have been, and may in the future be, involved in civil disputes, litigation, governmental investigations and negative publicity relating to their business affairs. Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us, including the formation or participation in one or more other blank check companies. Accordingly, such persons or entities may have a conflict between their interests and ours. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in the best interests of our stockholders. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Delaware law and we or our stockholders might have a claim against such individuals for infringing on our stockholders’ rights. See “Description of Securities — Certain Differences in Corporate Law — Stockholders’ Suits” for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim we may make against them for such reason. 58 We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval. Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least a majority of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant. Our warrant agreement will designate the courts of the State of New York or the U.S. District Court for the Southern District of New York, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company. Our warrant agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder. This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors. 59 We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant; provided that the reported closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrant holders and provided certain other conditions are met. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue-sky laws of the state of residence in those states in which the warrants were initially offered by us in this offering. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of shares of Class A common stock received is capped at 0.50 shares of Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants. Except as described elsewhere in this prospectus, none of the placement warrants will be redeemable by us as so long as they are held by our sponsor or its permitted transferees. Risks Relating to Our Securities Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. We intend to apply to have our units approved for listing on Nasdaq on or promptly after the date of this prospectus. Following the date that the shares of our Class A common stock and warrants are eligible to trade separately, we anticipate that the shares of our Class A common stock and warrants will be separately listed on Nasdaq. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum amount in stockholders’ equity (generally, $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our stock price would generally be required to be at least $4.00 per share, our stockholders’ equity would generally be required to be at least $5.0 million, and we would be required to have a minimum of 300 round lot holders of our securities (with at least 50% of such round lot holders holding securities with a market value of at least $2,500). We cannot assure you that we will be able to meet those initial listing requirements at that time. If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: ● a limited availability of market quotations for our securities; 60 ● reduced liquidity for our securities; ● a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units and eventually our Class A common stock and warrants will be listed on Nasdaq, our units, Class A common stock and warrants will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination. Our sponsor paid an aggregate of $25,000, or approximately $0.010 per founder share (assuming the over-allotment option is exercised in full and thus no forfeiture by our sponsor of any founder shares) and accordingly, you will experience immediate and substantial dilution upon the purchase of our Class A ordinary shares. The difference between the public offering price per share (allocating all of the unit purchase price to the Class A common stock and none to the warrant included in the unit) and the pro forma net tangible book value per share of our Class A common stock after this offering constitutes the dilution to you and the other investors in this offering. Our sponsor acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public stockholders will incur an immediate and substantial dilution of approximately 88.3% (or $8.83 per share, assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share of $1.17 and the initial offering price of $10.00 per unit. In addition, because of the anti-dilution rights of the founder shares, any equity or equity-linked securities issued or deemed issued in connection with our initial business combination would be disproportionately dilutive to our Class A common stock and would be exacerbated to the extent the public stockholders seek redemptions from the trust account. Since our sponsor paid only $25,000 approximately $0.010 per founder share (assuming the over-allotment option is exercised in full and thus no forfeiture by our sponsor of any founder shares), our officers and directors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value. On March 22, 2021, our sponsor acquired 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.010 per unit. The founder shares will be convertible into Class A common stock at a ratio of one to one, as described elsewhere in this prospectus. Our officers and directors have a significant economic interest in our sponsor. As a result of the low acquisition cost of our founder shares, our sponsor, its affiliates and our management team could make a substantial profit even if we select and consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for our public stockholders. Thus, such parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares. Our warrants and founder shares may have an adverse effect on the market price of the shares of our Class A common stock and make it more difficult to effectuate our initial business combination. We will be issuing warrants to purchase 5,000,000 shares of our Class A common stock (or up to 5,750,000 shares of Class A common stock if the underwriters’ over-allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in placement warrants to purchase an aggregate of 159,588 (or up to 174,588 if the underwriters’ over-allotment option is exercised in full) shares of Class A common stock at $11.50 per share. Our initial stockholders currently own an aggregate of 2,875,000 founder shares, 375,000 of which are subject to forfeiture if the underwriters’ over-allotment option is not exercised in its entirety. The founder shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our sponsor or an affiliate of our sponsor or certain of our officers and directors make any working capital loans, up to $1,500,000 of such loans may be converted into units, at the price of $10.00 per unit at the option of the lender. Such units would be identical to the placement units. 61 To the extent we issue shares of Class A common stock to effectuate an initial business combination, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants and conversion rights could make us a less attractive business combination vehicle to a target business. Any such issuance will increase the number of issued and outstanding shares of our Class A common stock and reduce the value of the shares of Class A common stock issued to complete the initial business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate an initial business combination or increase the cost of acquiring the target business. The placement warrants including in the placement units are identical to the warrants sold as part of the units in this offering except that, so long as they are held by our sponsor or its permitted transferees, (i) they will not be redeemable by us, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to shares of Class A common stock issuable upon exercise of such warrants) are entitled to registration rights. Because each unit contains one-half of one redeemab

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q 2021-11-05 https://www.sec.gov/Archives/edgar/data/1855631/000149315221027317/form10q.htm
8-K 2021-10-05 https://www.sec.gov/Archives/edgar/data/1855631/000149315221024623/form8-k.htm
10-Q 2021-09-24 https://www.sec.gov/Archives/edgar/data/1855631/000149315221023551/form10-q.htm
SC 13G SC 13G 2021-09-24 https://www.sec.gov/Archives/edgar/data/1855631/000110465921118983/tm2129337d2_sc13g.htm
3 2021-09-22 https://www.sec.gov/Archives/edgar/data/1855631/000149315221023404/xslF345X02/ownership.xml
8-K 2021-09-13 https://www.sec.gov/Archives/edgar/data/1855631/000149315221022531/form8-k.htm
3 2021-09-10 https://www.sec.gov/Archives/edgar/data/1855631/000149315221022415/xslF345X02/ownership.xml
8-K 2021-08-24 https://www.sec.gov/Archives/edgar/data/1855631/000149315221021106/form8-k.htm
SC 13G 2021-08-20 https://www.sec.gov/Archives/edgar/data/1855631/000135755021000058/pono13g11aug2021.htm
8-K 2021-08-19 https://www.sec.gov/Archives/edgar/data/1855631/000149315221020697/form8-k.htm
4 PRIMARY DOCUMENT 2021-08-17 https://www.sec.gov/Archives/edgar/data/1855631/000031206921000080/xslF345X03/primary_doc.xml
3 PRIMARY DOCUMENT 2021-08-17 https://www.sec.gov/Archives/edgar/data/1855631/000031206921000079/xslF345X02/primary_doc.xml
3 2021-08-16 https://www.sec.gov/Archives/edgar/data/1855631/000149315221020223/xslF345X02/ownership.xml
8-K 2021-08-16 https://www.sec.gov/Archives/edgar/data/1855631/000149315221020044/form8-k.htm
3 2021-08-13 https://www.sec.gov/Archives/edgar/data/1855631/000149315221019838/xslF345X02/ownership.xml
3 2021-08-13 https://www.sec.gov/Archives/edgar/data/1855631/000149315221019836/xslF345X02/ownership.xml
3 2021-08-13 https://www.sec.gov/Archives/edgar/data/1855631/000149315221019834/xslF345X02/ownership.xml
3 2021-08-13 https://www.sec.gov/Archives/edgar/data/1855631/000149315221019642/xslF345X02/ownership.xml
424B4 2021-08-13 https://www.sec.gov/Archives/edgar/data/1855631/000149315221019575/form424b4.htm
424B4 2021-08-11 https://www.sec.gov/Archives/edgar/data/1855631/000149315221019264/forms424b4.htm
CERT 2021-08-11 https://www.sec.gov/Archives/edgar/data/1855631/000135445721000923/8ACert_PONO.pdf
EFFECT 2021-08-10 https://www.sec.gov/Archives/edgar/data/1855631/999999999521003132/xslEFFECTX01/primary_doc.xml
8-A12B 2021-08-10 https://www.sec.gov/Archives/edgar/data/1855631/000149315221019190/form8-a12b.htm
CORRESP 2021-08-06 https://www.sec.gov/Archives/edgar/data/1855631/000149315221018890/filename1.htm
CORRESP 2021-08-06 https://www.sec.gov/Archives/edgar/data/1855631/000149315221018888/filename1.htm
S-1/A 2021-08-04 https://www.sec.gov/Archives/edgar/data/1855631/000149315221018562/forms-1a.htm
S-1/A 2021-07-30 https://www.sec.gov/Archives/edgar/data/1855631/000149315221018125/forms-1a.htm
S-1/A 2021-07-29 https://www.sec.gov/Archives/edgar/data/1855631/000149315221018017/forms-1a.htm
CORRESP 2021-07-23 https://www.sec.gov/Archives/edgar/data/1855631/000149315221017680/filename1.htm
S-1/A 2021-07-23 https://www.sec.gov/Archives/edgar/data/1855631/000149315221017677/forms-1a.htm
UPLOAD 2021-07-21 https://www.sec.gov/Archives/edgar/data/1855631/000000000021008979/filename1.pdf
S-1/A 2021-07-08 https://www.sec.gov/Archives/edgar/data/1855631/000149315221016413/forms-1a.htm
CORRESP 2021-07-07 https://www.sec.gov/Archives/edgar/data/1855631/000149315221016414/filename1.htm
UPLOAD 2021-06-29 https://www.sec.gov/Archives/edgar/data/1855631/000000000021008027/filename1.pdf
CORRESP 2021-06-16 https://www.sec.gov/Archives/edgar/data/1855631/000149315221014586/filename1.htm
S-1 2021-06-16 https://www.sec.gov/Archives/edgar/data/1855631/000149315221014582/forms-1.htm
UPLOAD 2021-05-20 https://www.sec.gov/Archives/edgar/data/1855631/000000000021006436/filename1.pdf
DRS 2021-04-23 https://www.sec.gov/Archives/edgar/data/1855631/000149315221009599/filename1.htm